Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

v3.21.2
Stock-Based Compensation
6 Months Ended
Jun. 30, 2021
Share-based Payment Arrangement [Abstract]  
Share-Based Compensation

Note 13. Stock-Based Compensation

2020 Equity Plans

In connection with the Business Combination, on December 29, 2020, our stockholders approved the 2020 Incentive Plan and the 2020 Employee Stock Purchase Plan (“2020 ESPP Plan”).

The 2020 Incentive Plan provides for the grant of stock options, stock appreciation rights, and full value awards. Full value awards include restricted stock, restricted stock units, deferred stock units, performance stock and performance stock units. Up to 3,093,984 shares of our common stock were authorized to be issued with respect to awards under the 2020 Incentive Plan. This limit is subject to adjustment in the event of a stock split, stock dividend or other changes in our capitalization.

The 2020 ESPP Plan provides for the sale of our common stock to our employees through payroll withholding at a discount of 15% from the lower of the closing price of our common stock on the first or last day of each biannual offering period. Up to 2,571,737 shares of our common stock were authorized to be issued under this plan. The first offering period under the 2020 ESPP Plan commenced on April 1, 2021 and we issued 5,013 shares effective June 30, 2021.

Restricted Shares

On March 10, 2021, we completed a Registration Form on Form S-8 to register the shares under the 2020 Equity Incentive Plan and the 2020 ESPP Plan. On this date, a grant of 3,035,676 shares of restricted stock was effective. The restrictions on half of these shares lapse ratably on the first, second, and third anniversaries of the grant date. The fair value of these shares on the date of grant was $37.09 and we are recognizing the compensation expense for these shares on a straight-line basis from the grant date through December 29, 2023. The restrictions on the other half of these shares lapse as follows:

 

1.

On the first date the volume-weighted average price per share of our common stock equals or exceeds $24.20 for any 20 trading dates within a 30-day trading period beginning on December 29, 2021.

 

2.

On the first date the volume-weighted average price per share of our common stock equals or exceeds $24.20 for any 20 trading dates within a 30-day trading period beginning on December 29, 2022.

 

3.

On the first date the volume-weighted average price per share of our common stock equals or exceeds $24.20 for any 20 trading dates within a 30-day trading period beginning on December 29, 2023.

 

To reflect the effect of this market condition on the vesting of these restricted shares, we valued them using a Monte Carlo simulation, which takes into account a large number of potential stock price scenarios over time and incorporates varied assumptions about volatility and exercise behavior for those various scenarios. A fair value is determined for each potential outcome. The grant date fair value of these restricted shares is the average of the fair values calculated for each potential outcome, or $36.57. We are recognizing the compensation expense for these shares on a straight-line basis from the grant date through January 2024.

No other grants of restricted shares have been made.

Stock Options

A summary of stock option activity under our equity plans for the six months ended June 30, 2021 follows: 





Number of Shares

 



Weighted Average Exercise Price

 



Weighted Average Remaining Contractual Term (Years)

 



Aggregate Intrinsic Value

 

Balance, December 31, 2020



 

11,008,533

 



$

13.94

 



 

8.4

 



$

105,341,482

 

Granted



 

37,500

 

 

$

45.41

 



 

 



 

 

Exercised



 

(363,064

)

 

$

3.28

 



 

 



$

15,744,316

 

Balance, March 31, 2021



 

10,682,969

 



$

14.41

 



 

8.0

 



$

249,345,242

 

Granted



 

-

 



 

 



 

 



 

 

Exercised

 

 

(200,532

)

 

$

3.39

 

 

 

 

 

$

5,616,689

 

Balance, June 30, 2021



 

10,482,437

 



$

14.62

 



 

 



$

109,293,775

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2021:

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable



 

4,791,353

 



$

4.67

 



5.9

 



$

97,647,774

 

Vested and expected to vest



 

10,482,437

 



$

14.62

 



 

8.0

 



$

109,293,775

 

 

The aggregate intrinsic values are calculated as the difference between the exercise price of the indicated stock options and the fair value of our common stock on the respective exercise dates or on June 30, 2021, as applicable.

The weighted average grant-date fair values of options granted during the quarter ended March 31, 2021 was $18.52 per option. We have estimated the fair values of our option awards on the date of grant using the Black-Scholes option pricing model with the following assumptions:





Three and Six Months Ended June 30, 2021

Expected annual dividend yield (1)



0.00%

Expected volatility (2)



41.50%

Risk-free rate (3)



1.05%

Expected option term (years) (4)



6

 

(1)

We have not paid and do not currently anticipate paying a cash dividend on our common stock.

(2)

We estimated the expected volatility using the mean stock price for selected peer public companies over a historic timeframe similar to the expected term.

(3)

We estimated the risk-free rate of return using the U.S. Treasury yield curve in effect as of the valuation date.

(4)

We estimated the expected term using the “simplified” method described in SEC Staff Accounting Bulletin 14.

 

As of June 30, 2021, there was $143.0 million of unrecognized compensation cost related to nonvested stock options and restricted shares granted under the 2020 Incentive Plan. That cost is expected to be recognized over a weighted-average period of 2.5 years.

During the quarter ended December 31, 2020, we awarded 1,466,874 stock options that are contingent upon shareholder approval of an increase in the number of shares issuable under the 2020 Incentive Plan, which has not occurred and which we determined is not a perfunctory exercise, therefore no accounting grant date has been established. As a result, these awards are not reflected in our consolidated financial statements. As described more fully in Note 15, these stock options were modified subsequent to June 30, 2021 and will be treated as liability awards.